Welcome to GENSOKISHI Marketplace, owned and operated by Metap Inc. (“GENSOKISHI Marketplace”, “GENSOKISHI”, “we”, “us”, or “our”). These Terms of GENSOKISHI Marketplace (“Terms”) govern your access to and use of the GENSOKISHI Marketplace website(s), our APIs, mobile app (the “App”), and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on public blockchains (collectively, the “Service”). NFT means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain or Polygon Network), which uses smart contracts to link to or otherwise be associated with certain content or data. In these Terms, NFT/NFTs are referred to non-fungible GENSOKISHI token (“GENSOKISHI NFT”)/non-fungible GENSOKISHI tokens (“GENSOKISHI NFTs”).
For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 17 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT.
BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
GENSOKISHI is NOT a wallet provider, exchange, broker, financial institution, or creditor. GENSOKISHI provides a peer-to-peer web3 service that helps users discover and directly interact with each other and GENSOKISHI NFTs available on public blockchains. We do not have custody or control over GENSOKISHI NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of GENSOKISHI NFTs. To use our Service, you must use a third-party wallet (e.g., MetaMask Wallet) which allows you to engage in transactions on blockchains.
GENSOKISHI is not a party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of GENSOKISHI NFTs that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or GENSOKISHI NFTs (and any content associated with such GENSOKISHI NFTs) visible on the Service.
Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
GENSOKISHI reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
YOU UNDERSTAND THAT GENSOKISHI NFTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ANY SECURITIES EXCHANGE ACT IN ANY OTHER COUNTRIES. BESIDES, THE SELLING OF GENSOKISHI NFTS IS NOT CONSIDERED A METHOD FOR FUND RAISING, THOSE WHO OWN GENSOKISHI NFTS DO NOT HAVE ANY RIGHT TOWARD METAP INC. FOR EXAMPLE, THE RIGHT TO CLAIM AN EQUITY OWNERSHIP TO METAP INC, OR THE RIGHT TO CLAIM THE FUTURE CASH-FLOW OF METAP INC. IF GENSOKISHI NFTS ARE DEEMED TO BE, OR BE INTEGRAL TO, A TRANSACTION, CONTRACT OR SCHEME CONSTITUTING A SECURITY, OR THE SECURITIES LAWS OTHERWISE APPLY TO THE GENSOKISHI NFTS, THEN THE OFFERS AND SALES OF SUCH SECURITY HAVE NOT BEEN REGISTERED UNDER ANY COUNTRY'S SECURITIES LAWS AND, THEREFORE, CANNOT BE RESOLD EXCEPT IN COMPLIANCE WITH THE APPLICABLE COUNTRY'S LAWS. YOU UNDERSTANDS THAT GENSOKISHI NFTS MAY BE, A “RESTRICTED SECURITY” UNDER APPLICABLE LAWS AND THAT, PURSUANT TO THESE LAWS, YOU MUST HOLD THESE GENSOKISHI NFTS INDEFINITELY. YOU ACKNOWLEDGES THAT THE COMPANY HAS NO OBLIGATION TO REGISTER OR QUALIFY FOR RESALE THESE GENSOKISHI NFTS. YOU FURTHER ACKNOWLEDGES THAT IF AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE, IT MAY BE CONDITIONED ON VARIOUS REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THE TIME AND MANNER OF SALE, THE HOLDING PERIOD, AND ETC. WHICH ARE OUTSIDE OF THE YOUR AND OUR CONTROL.
2. Accessing the Service
Like many of web3, your blockchain wallet address functions as your identity on GENSOKISHI. Accordingly, you will need a blockchain address and a third-party wallet (e.g., MetaMask Wallet) to access the Service. Your account on the service (“Account”) will be associated with your blockchain wallet address; however, if you want to add some flair to your GENSOKISHI persona, you can add additional information, such as a profile picture, to your Account.
Your Account on GENSOKISHI will be associated with your linked blockchain address and display the GENSOKISHI NFTs for that blockchain address (and, if applicable, any content associated with such GENSOKISHI NFTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with GENSOKISHI, and GENSOKISHI does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. GENSOKISHI accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet, and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account (you can contact us via the Email address we provide on the GENSOKISHI website).
You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that: (a) you are not located in a country that is subject to the Japanese Government and/or the U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any list of prohibited, sanctioned, or restricted parties by the Japanese Government, the U.S. Government, or the United Nations. If you access or use the Service, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction do not violate any applicable laws.
GENSOKISHI may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, GENSOKISHI, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by GENSOKISHI. If you do not provide complete and accurate information in response to such a request, GENSOKISHI may refuse to restore your access to the Service.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that GENSOKISHI, in its sole discretion, may elect to take.
We require all Users to be majorities who are over the legal age to provide consent under the applicable laws of the country or the jurisdiction where you reside. If you are under the age of being a majority, you may only use GENSOKISHI through a parent or guardian’s Account and with their approval and oversight. That Account holder is responsible for your actions using the Account. It is prohibited to use GENSOKISHI if you are under 13 years old.
3. Ownership and Intellectual Property Rights
You own GENSOKISHI NFT. When you purchase or procure a GENSOKISHI NFT, you own the GENSOKISHI NFT, which means that you have the right to trade your GENSOKISHI NFT, sell it, or give it away (i.e., transfer it), and are fully responsible for all activities and interactions carried out in connection with the GENSOKISHI NFT. Ownership of the GENSOKISHI NFT is governed entirely by the Smart Contract and the relevant Blockchain Network.
You acknowledge and agree that Metap Inc. (or our affiliates and licensors, if applicable) owns all legal rights, titles and interests in and to all other elements of the Service, and all intellectual property rights (including but not limited to copyright, trademark right, patent right, and etc.) therein including, without limitation, all arts, designs, drawings, systems, methods, information, computer codes, software, services, website designs, "look and feel", organization, compilation of the contents, codes, data and database, functionality, audio, video, texts, photographs, graphics, and all other elements of the Service (collectively, the "Materials"). You acknowledge that the Materials are protected by copyright, trade dress, patent, and trademark law, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Materials are the copyrighted property of Metap Inc. (or our affiliates and licensors, if applicable), and all trademarks, service marks, and trade names associated with the Service or otherwise contained in the Materials are proprietary to Metap Inc. (or our affiliates and licensors, if applicable). Except as expressly set forth herein, your use of the Service does not grant you ownership of or any other rights with respect to any contents, codes, data, or other Materials that you may access on or through the Service. We reserve all rights in and to the Materials that are not expressly granted to you in these Terms.
For the sake of clarity, you understand and agree: (a) that any intellectual property rights (including but not limited to copyright, trademark right, patent right, and etc.) to any GENSOKISHI NFT you own shall be vested in Metap Inc. (or our affiliates and licensors, if applicable) at all times; (b) that your purchase or procurement of a GENSOKISHI NFT, via the Service, does not give you any rights or licenses in or to the Materials (including, without limitation, our copyright in and to the associated any art, design, and drawings that may be associated with a GENSOKISHI NFT that you own) other than those expressly contained in these Terms; (c) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, display, use commercially, or otherwise commercialize any elements of the Materials (including, without limitation, any art, design, and drawings that may be associated with a GENSOKISHI NFT that you own) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (d) that you will not apply for, register, or otherwise use or attempt to use any GENSOKISHI trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
Subject to your continued compliance with these Terms, GENSOKISHI grants you a worldwide, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use, copy, and display any art, design, and drawings that may be associated with a GENSOKISHI NFT that you own ("the Art”), solely for the following purposes:
1.for your own personal, non-commercial and reasonable use;
2.enable you to sell, offer to sell, purchase, trade, assign or transfer your GENSOKISHI NFT to others, whether via GENSOKISHI Marketplace or any other marketplace operated by a third party;
3.as part of a marketplace (including but not limited to GENSOKISHI Marketplace) that permits the purchase and sale of your GENSOKISHI NFT, provided that the marketplace cryptographically verifies each GENSOKISHI NFT owner’s rights to display the Art for their GENSOKISHI NFT to ensure that only the actual owner can display the Art; or
4.as part of a third-party website or application that permits the inclusion, involvement, or participation of your GENSOKISHI NFT, provided that the website/application cryptographically verifies each GENSOKISHI NFT owner’s rights to display the Art for their GENSOKISHI NFT to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the GENSOKISHI NFT leaves the website/application.
All intellectual rights of Materials are owned by us pursuant to Article 3 of this Term. To the extent that any such intellectual property rights are vested in you under any applicable laws of the country or jurisdiction where you reside or use the Service, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to grant us a worldwide, exclusive, non-transferable, royalty-free license to us or assign such intellectual property rights to us without any charge. In this situation, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant or assign the rights granted or assigned herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain Material subject to copyright, trademark, trade dress, patent, trade secret, publicity rights, other intellectual property rights, or any other legal rights unless you have necessary permission or are otherwise legally entitled to post the Material and to grant us the license or assign the intellectual rights to us described above, and that the content does not violate any applicable laws.
4. Infringement of Intellectual Property Rights
GENSOKISHI will send takedown notices and/or other intellectual property infringement claims and will remove the Art of the GENSOKISHI NFT which Infringes or violates the intellectual property rights or any other legal rights of others from the GENSOKISHI Marketplace, or terminate a user's access to the Service.
If you believe that your copyright, trademark right, trade dress, patent, trade secret, publicity right, any other intellectual property rights, or any other legal rights have been infringed by any GENSOKISHI NFT, please inform us via the Email address we provide on the GENSOKISHI website. For us to process your infringement claim, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. We suggest the following information could be included in the Email that you send to us:
・Identification of the copyrighted work(s), trademark, trade dress, publicity rights, patent, trade secret, any other intellectual property rights, or any other legal rights that you claim is being infringed;
・Identification of the allegedly infringing Material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the Material claimed to be infringed, so that we may locate the Material;
・Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
・A declaration that contains all of the following:
・A statement that you have a good faith belief that use of the Material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
・A statement that the information in the notice is accurate; and
・A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
Your physical or electronic signature (of your full legal name).
Please note that we will forward your Email regarding intellectual property infringement, including your contact information, to the party who will have their Art removed from GENSOKISHI Marketplace so that they can understand why it is no longer available on GENSOKISHI Marketplace and can also contact you to resolve any dispute.
We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that GENSOKISHI may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to GENSOKISHI any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6. License to Access and Use Our Service and Content
You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use the Service provided, however, that such license is subject to your compliance with these Terms. If any software, content, Art, or other Materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, Art, and Materials provided to you as part of the Service (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose is enabling you to use the Service as permitted by these Terms.
7. Third-Party Content and Services
As a peer-to-peer web3 service, GENSOKISHI helps you explore GENSOKISHI NFTs created by third parties and interact with different blockchains. GENSOKISHI does not make any representations or warranties about this third-party content visible through our Service, including any content associated with GENSOKISHI NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of GENSOKISHI NFTs that you purchase from third-party sellers. We also cannot guarantee that any GENSOKISHI NFT visible on GENSOKISHI Marketplace will always remain visible and/or available to be bought, sold, or transferred.
GENSOKISHI NFTs may be subject to terms directly between buyers and sellers with respect to the use of the GENSOKISHI NFT content and benefits associated with a given GENSOKISHI NFT (“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on GENSOKISHI Marketplace, you may notice a third-party link to the creator’s website. Such website may include Purchase Terms governing the use of the GENSOKISHI NFT that you will be required to comply with. GENSOKISHI is not a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.
The Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, access to or use of a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of GENSOKISHI, and may be “open” applications for which no recourse is possible. GENSOKISHI is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. GENSOKISHI provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
8. User Conduct
To protect our community and comply with our legal obligations, we reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include: removing the ability to view certain GENSOKISHI NFTs on the Service or use our Service to interact with the GENSOKISHI NFTs; disabling the ability to use the Service in conjunction with buying/selling/transferring GENSOKISHI NFTs available on blockchains; disabling your ability to access our Service; and/or other actions.
You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not:
・Use or attempt to use another user’s Account without authorization from such user;
・Pose as another person or entity;
・Claim an GENSOKISHI username for the purpose of reselling it or otherwise engage in name squatting;
・Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
・Distribute spam, including through sending unwanted GENSOKISHI NFTs to other users;
・Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to GENSOKISHI;
・Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
・Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
・Sell or resell the Service or attempt to circumvent any GENSOKISHI fee systems;
・Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that GENSOKISHI might use to sort search results;
・Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
・Use the Service for money laundering, terrorist financing, or other illicit finance;
・Use the Service from a country sanctioned by the government of Japan or the United States, or to facilitate transactions involving individuals sanctioned by the government of Japan or the United States or located in sanctioned countries;
・Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
・Use the Service to create, sell, or buy GENSOKISHI NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
・Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
・Use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
・Infringe or violate the intellectual property rights or any other rights of others;
・Create or display illegal content, such as content that may involve child sexual exploitation;
・Create or display GENSOKISHI NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual’s personal information;
・Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service or any applicable laws;
・Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.
Finally, by using the Service, you understand the importance of DYOR – doing your own research. You bear full responsibility for verifying the authenticity, legitimacy, identity, and other details about any GENSOKISHI NFT, collection, or Account that you view or otherwise interact with in conjunction with our Service. We make no guarantees or promises about the identity, legitimacy, or authenticity of any GENSOKISHI NFT, collection, or Account on the Service.
9. Communication Preferences
By creating an Account, you consent to receive electronic communications from GENSOKISHI (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service or through your mobile device’s operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.
10. App Terms
You are responsible for providing the mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Service will be available in any particular geographic location.
By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless GENSOKISHI, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “GENSOKISHI Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use or misuse of the Service, content, GENSOKISH NFTs, or content linked to or associated with any GENSOKISH NFTs; (b) any Feedback you provide; (c) your violation or breach of any term of these Terms or applicable law; (d) your violation of the rights or obligations to a third party, including but not limited to another user; and (e) your negligence or willful misconduct. You agree to promptly notify GENSOKISHI of any Claims and cooperate with the GENSOKISHI Parties in defending such Claims. You further agree that the GENSOKISHI Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND GENSOKISHI.
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GENSOKISHI EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. GENSOKISHI (AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS, OR ITS SERVICE PROVIDERS AND SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. GENSOKISHI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GENSOKISHI WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE GENSOKISHI ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, GENSOKISHI CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY GENSOKISHI NFTS, OR ANY GENSOKISHI NFTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE GENSOKISHI PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD GENSOKISHI RESPONSIBLE FOR ANY BREACH OF SECURITY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF GENSOKISHI NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH GENSOKISHI NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR GENSOKISHI NFTS.
GENSOKISHI NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM OR POLYGON NETWORK). ANY TRANSFERS, ASSIGNATIONS, TRADES PURCHASES, OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM OR POLYGON). GENSOKISHI AND/OR ANY OTHER GENSOKISHI PARTY CANNOT AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY GENSOKISHI NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
NO GENSOKISHI PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE GENSOKISHI NFTS. NO GENSOKISHI PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE GENSOKISHI NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
13. Assumption of Risk
You accept and acknowledge:
・The value of a GENSOKISHI NFT is subjective. Prices of GENSOKISHI NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect GENSOKISHI NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
・A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of GENSOKISHI NFTs.
・The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of GENSOKISHI NFTs.
・You are solely responsible for determining what, if any, taxes apply to your transactions. GENSOKISHI is not responsible for determining the taxes that apply to your GENSOKISHI NFTs.
・There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any GENSOKISHI NFTs, Accounts, or collections.
・We do not control the public blockchains that you are interacting with, and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and GENSOKISHI has no ability to reverse any transactions on the blockchain.
・There are risks associated with using Internet and blockchain based products and/or service, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that GENSOKISHI will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
・The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer. In this case, you acknowledge and agree that you will assume all the risks and losses, and we have no responsibilities with you and will be not liable for you.
・GENSOKISHI reserves the right to hide any GENSOKISHI NFTs and any collections, contracts, items, Art and other Material associated with GENSOKISHI NFTs which are affected by any of these issues or by other issues. GENSOKISHI NFTs you purchase may become inaccessible on GENSOKISHI. Under no circumstances shall the inability to view GENSOKISHI NFTs on GENSOKISHI Marketplace or an inability to use the Service in conjunction with the purchase, sale, or transfer of GENSOKISHI NFTs available on any blockchains serve as grounds for a claim against GENSOKISHI.
・If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT: (A) IN NO EVENT WILL WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS OR OUR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS AND WHETHER CAUSED BY STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), ANY THEORY OF LIABILITY, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS OR OUR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF GENSOKISHI ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, GENSOKISHI NFTS, OR ANY GENSOKISHI PRODUCTS OR SERVICES EXCEED THE GREATER OF: (A) $100 USD OR; (B) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU AGREE AND ACKNOWLEDGE THAT WE HAVE PROVIDED THE SERVICE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU WITHOUT THESE LIMITATIONS
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
16. Modifications to the Service
We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result.
17. Dispute Resolution; Arbitration
17.1 Informal negotiations
If a Party is unable to resolve a Dispute through informal negotiations, the Disputes (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. All Disputes arising out of or in connection with this Term shall be finally settled by arbitration in accordance with the Arbitration Rules of Singapore International Arbitration Centre (SIAC). The place of the arbitration shall be Singapore.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the courts located in Singapore, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts.
In no event shall any Dispute brought by either Party related in any way to the Site, the App and the Smart Contracts be commenced more than one (1) year after the cause of the action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
17.3 Exceptions to the Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, and of the intellectual property rights of a Party, (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal and unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
18. Governing Law and Venue
These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of Singapore applicable to agreements made and to be entirely performed in Singapore, without regard to its conflicts of law principles.
If you breach any of the provisions of these Terms, all licenses granted by GENSOKISHI will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
21. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to GENSOKISHI for which monetary damages would not be an adequate remedy and GENSOKISHI shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
22. Export Laws
You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or Materials provided by GENSOKISHI hereunder, to any country for which Japan, the U.S., or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported: (a) into any Japan and U.S. embargoed countries or any country that has been designated by the Japanese Government and the U.S. Government as a “terrorist supporting” country; or (b) to anyone have been identified as a Specially Designated National or placed on any list of prohibited, sanctioned, or restricted parties by the Japanese Government, the U.S. Government, or the United Nations (e.g., the United Nations Security Council sanctions list, the list of specially designated nationals maintained by OFAC, the denied persons or entity list of the U.S. Department of Commerce, the economic sanctions and target list of the Japan Ministry of Finance, and the persons or entity announced on the website of Japan Ministry of Economy, Trade and Industry). By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable export laws and regulations of Japan and the U.S.
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by GENSOKISHI or you. Termination will not limit any of GENSOKISHI’s other rights or remedies at law or in equity.
These Terms constitute the entire agreement between you and GENSOKISHI relating to your access to and use of the Service. These Terms, and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of GENSOKISHI, and GENSOKISHI’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.
Those who choose to access the Service from non-eligible locations do so at their own initiative and are responsible for compliance with applicable local laws. You agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.